April 28, 1994



Exhibit 10.44

                                                                                                                   
April 28, 1994

 

 
Mr. James J. O'Connor

Chairman and

  Chief Executive Officer

Commonwealth Edison Company

P.O. Box 767

Chicago, IL 60690

Dear Mr. O'Connor:

            The
purpose of this letter is to describe the benefits to which you will be
entitled as a result of being a member of the Board of UAL Corporation
(the "Corporation") at the time of the closing of the Employee Investment
Transaction (the "Transaction").

Pension Benefit

            You
will not be entitled to any payments under the Corporation's Retirement
Plan for Outside Directors (the "Plan") until you retire or otherwise terminate
your service as a director. Following your retirement or termination of
service, you will be entitled to an annual benefit of $20,000, payable
in quarterly installments of $5,000 each. 1/ The quarterly installment
will be payable on or about the fifth day of each November, February, May
and August, commencing with the first such date to occur following the
date you leave the Board. Payments will continue until the earlier of the
date on which you receive the 120th quarterly installment (the
"Final Payment Date") or your death, except that if you are age 67 at the
time you leave the Board, you will be deemed to have retired from the Board
and payments will continue until your death without regard to the Final
Payment Date. Further, if your death occurs prior to the Final Payment
Date, your surviving spouse, if any, will be entitled to receive quarterly
payments in the same amount and at the times described above until the
earlier of the Final Payment Date or her death.

____________________

1/    The $20,000 and $5,000 amounts represent
the maximum Plan benefit as

       currently in effect. If the director's
annual retainer at the time of your

       retirement or termination of service
is greater than $20,000, then the amount

       of such retainer shall be the
amount of your annual benefit and the quarterly

       installment amount shall be 25%
of the annual benefit.

 

            The
Corporation has established a trust to provide a source of funds for the
payment of benefits under the Plan, which will become irrevocable upon
closing of the Transaction. The assets held under the trust are expected
to be sufficient to pay all benefits due under the Plan, and the trust
will purchase an annuity contract at the time you leave the Board which
provides for a stream of payments that correspond to your benefit payments.
In any event, if the trust assets are insufficient to pay all benefits
due under the Plan, the Company remains primarily liable to make the benefit
payment, as well as to make additional contributions to the trust to fund
future benefit payments. Copies of the Retirement Plan for Outside Directors
and the related Trust Agreement are included with this letter at Tabs 2
and 3.

Travel Privileges

            Upon
closing of the Transaction, you will continue to be entitled to receive
the travel privileges (including the associated full tax "gross up") available
to directors immediately prior to the closing.

            Specifically,
you, your spouse and each of your children under age 22 (under age 25,
if a full-time student) will be entitled to complimentary, unlimited positive
space travel on United Airlines, which if requested includes first class
travel. Tickets will be written on normal ticket stock at the applicable
full fare in whichever class of service is requested at the time the tickets
are obtained from a United ticket office. For purposes of this travel benefit,
"first class travel" means the highest class of service then available
on a particular flight, even if not then designated as "first class."

            The
value of such travel will be imputed to your income for tax purposes. Shortly
after the end of each calendar year, the Corporation will prepare and send
to you an IRS form 1099 (or the appropriate IRS form then applicable) reporting
the amount of this imputed income together with a check in an amount calculated
to reimburse you for the federal and state income taxes due with respect
to this imputed income (as well as the taxes due with respect to the "gross
up" payment made in the preceding year). Tax reimbursements will be calculated
at the highest federal and applicable state marginal tax rates then in
effect. In general, the intent of this travel privilege, including the
tax gross-up, is to provide you, your spouse and your eligible dependents
with unrestricted travel on United Airlines on a no-cost basis.

            You
will be assigned a special credit card number. You and your spouse will
each be issued a special Air Travel Credit Card for use at any United ticket
office to obtain tickets for travel on United. The card will also entitle
you and your spouse to use of the Red Carpet Rooms and first class lounges
of United Airlines, or whatever private rooms and lounge facilities United
Airlines offers its passengers in the future.

            A
private reservations number (800/336-3369) will be located in United's
Washington, D.C. reservations office (Congressional Desk) and will be available
on a 24-hour basis. Special agents will handle director calls and a permanent
reservations record will be maintained for you containing the names of
family members eligible for complimentary travel. The Congressional Desk
will also make reservations for you and family members on other airlines
as well as United.

Cargo Privileges

            You,
your spouse and your dependents eligible for travel privileges (as described
above) are also entitled to complimentary cargo carriage on United Airlines.
The complimentary cargo carriage is limited to 2,500 pounds per year for
personal goods only (not business related). The goods will be shipped as
general freight. The applicable general freight charge will be imputed
to your income for tax purposes. United will make a tax "gross-up" payment
to you to reimburse you for the federal and state income taxes due with
respect to the cargo privilege in the same manner as described above with
respect to travel privileges.

            To
ship personal goods via air freight on United Airlines the following procedures
should be followed:

    *        
Call 1-800-825-8671. This is the United Airlines Cargo Service Center premier
desk.

    *        
Give the agent the applicable account number, which is 7085245.

    *        
Tell the agent the item(s) to be shipped, the originating city, the destination,
and

the desired date of shipment.

The agent will provide information regarding available flights, answer
questions, provide instructions as to where the material should be delivered
by you for shipment, and provide all other information necessary to make
sure the shipment is ready for transport.

On a quarterly basis, you will receive a report from United Airlines
which will contain year-to-date information on how much of the 2,500 pound
limit has been used and the value attributed to it. Any shipment(s) that
exceed(s) the 2,500 pound annual limit will be billed at regular general
freight charges.

General

If at any time the travel and cargo transportation benefits as described
in this letter provided to you are different from the travel and transportation
benefits provided to the then current directors or the Chairman, CEO or
President of the Corporation, you will have the choice between your benefits
and their benefits, whichever you consider more favorable. When used in
this letter with respect to travel and transportation benefits, the term
"United Airlines" is intended to include the Corporation, United Airlines,
and any and all other subsidiaries and affiliates of the Corporation at
any time providing travel, cargo or other air transportation services to
the public; any successor by merger or consolidation of the Corporation
or United Airlines; any entity that acquires any substantial portion of
the route system of any of the foregoing as part of a spin-off to stockholders
of the Corporation; or any successor or assign of United Airlines in a
"Successorship Transaction" as defined in Section 1.D of the United-ALPA
Collective Bargaining Agreement as to be in effect upon closing of the
Transaction (or any similar type of successorship entity under any similar
provision of any collective bargaining agreement entered in replacement
or upon renewal thereof).

Please contact the office of the Corporate Secretary of the Corporation
(708/952-5564) if you have any questions regarding the benefits or privileges
described in this letter.

Any costs you incur to enforce the above benefits and privileges, including
attorneys' fees and expenses, will be reimbursed to you by the Corporation.
This letter is intended as a contract between the Corporation and you,
as contemplated by resolutions adopted by the Board of Directors of the
Corporation on March 24, 1994. A copy of these resolutions is included
with this letter at Tab 4.

                                                                                                                       
Sincerely,

                                                                                                                       
UAL CORPORATION

                                                                                                                       
By: /s/ Francesca M. Maher